#Tender Offer #Australia #NCIG Holdings #Newcastle Coal #Newcastle

Newcastle Coal Infrastructure Group Announces Early Tender Results

On November 25, 2024, Newcastle Coal Infrastructure Group Pty Ltd, a wholly-owned subsidiary of NCIG Holdings Pty Ltd, revealed significant updates regarding its cash tender offers for outstanding debt securities. This announcement comes after the early tender deadline, during which a substantial amount of securities was validated for tender.

Early Tender Deadline Results

At 5:00 PM EST on November 25, 2024, the securities tendered surpassed the tender cap set previously, prompting immediate action from the company to adjust these limits. As per data released by Global Bondholder Services Corporation, the tender and information agent for the offers, the aggregate principal amounts tendered far exceeded expectations. This timing is crucial as the window for withdrawing tenders expired at the same time.

Details of Tendered Securities

The securities in question include the 4.400% Guaranteed Senior Secured Notes due 2027 (the "2027 Notes") and the 4.700% Guaranteed Senior Secured Notes due 2031 (the "2031 Notes"). Here are the details:

• - 2027 Notes:

- Original Principal Amount Issued: $500,000,000
- Current Principal Amount Outstanding: $488,489,630
- Total Amount Tendered: $105,908,000
- Accepted Purchase Amount: $55,000,000

• - 2031 Notes:

- Original Principal Amount Issued: $450,000,000
- Current Principal Amount Outstanding: $439,641,122
- Total Amount Tendered: $22,060,000
- Accepted Purchase Amount: $10,000,000

As noted, the original aggregate principal amount tendered combined for both series exceeded $65 million, triggering a review and adjustment of the tender caps.

Changes in Tender Cap

In light of the substantial response, the company has increased the Tender Cap for the 2027 Notes to $55 million aggregate principal amount, while the cap for the 2031 Notes remains at $15 million. However, the company has stated it will accept up to $10 million. Importantly, the aggregate maximum tender amount remains unchanged, ensuring no increase in overall liability.

Timeline for Offers

The cash tender offers will remain open until 5:00 PM EST on December 11, 2024, unless extended or terminated prematurely. The holders of the securities are encouraged to read the Offer to Purchase document meticulously before making any decisions. This document provides deeper insights into the offers and relevant details for security holders, which can also be accessed on their website.

Consideration and Proration

The determination of the total consideration for the offers will occur at 10:00 AM EST on November 26, 2024. Following this, any securities purchased will also include interest accrued until the early settlement date, scheduled for December 4, 2024.

Given that the tender amounts exceeded the caps, a proration approach will be utilized to allocate purchases fairly. The company anticipates a proration rate of 51.93% for the 2027 Notes and 45.33% for the 2031 Notes, meaning not all tendered amounts can be accepted.

Conclusion

The Newcastle Coal Infrastructure Group continues to navigate the complexities of debt management and securities offers. As stakeholders await further developments, this update emphasizes the importance of timely responses in financial dealings. Securities holders should remain attentive to the details involved in the dealings unfolding at NCIG, enhancing their strategies in a dynamic market environment.

For more questions regarding this tender offer or to discuss tendering securities, interested parties can contact Citigroup Global Markets or Global Bondholder Services Corporation directly.